BYLAWS(Draft)

International Society for Knowledge and Systems Sciences (ISKSS)

1.1 Name.

The name of this corporation shall be the International Society for the Knowledge and Systems Sciences, with the acronym "ISKSS", herein referred to as the ISKSS or the Society.

1.2      Location.

The location of the Society's principal office, termed International Business Office, shall be determined by the Board of Directors. Persons and institutions may be members of the Society without regard to their location.

1.3      Purposes.

The overall purpose of ISKSS is to promote development of knowledge science and systems science, as well as collaboration between both of two sciences. It further seeks to encourage research and facilitate communication between and among scientists and professionals from various disciplines and professions at local, regional, national, and international levels.

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2.1 Application and Categories of Membership.

Applications for membership shall be submitted to the Treasurer and Vice-President for Funds or Vice-President for Administration of the ISKSS and approved by the Board of Directors. The ISKSS shall be composed of members in the following categories:

A. Regular Member--an accepted individual who wishes to further the purpose of the ISKSS.

B. Student Member--an accepted individual who is actively pursuing a formal educational program in knowledge and systems science or a related field. A person may be in this category no more than five consecutive years.

C. Retired Member--an accepted individual who is retired from full-time work.

D. Honorary Fellow--an individual who is selected for special recognition by the board of directors.

E. Institutional Member--an accepted organization, which promotes the objectives of the ISKSS.

F. Past-President Member--an individual who has served as President of the Society shall have life membership.

2.2 Privileges, Dues and Fees.

Individual members shall be entitled to attend all meetings of the Society, the Council, and the Board of Directors. All regular, student, retired, and past-president members shall vote in person, when in attendance, at all duly-called meetings of the Society, and by mail ballot on proposed amendments to these by-laws, upon proposed resolutions of the membership, and the election of officers and directors. All members are entitled to receive such publications and communications as are from time-to-time provided by the Society.

Institutional members shall be entitled to send voting representatives, receive designated publications, and receive appropriate recognition.

The Council shall determine annual dues and admission fees which shall be paid by each member in accordance with such classifications as it deems appropriate, and may require dues of a different amount for each class so created. Each Chapter and Special Integration Group (SIG) may determine annual chapter and special integration group dues and admission fees. Dues and fees shall be payable in such a manner as the Board of Directors shall prescribe. Annual dues shall be for a twelve-month period, beginning January 1. All changes in the amounts of dues shall be ratified by simple majority vote of voting members at the next annual meeting of the membership of the Society.

2.3 Suspension or Termination.

Membership may be suspended or terminated for failure to pay dues or other financial obligations to the Society or any chapter or special integration group in accordance with procedures established by the Board of Directors. Furthermore, the Board of Directors may suspend or terminate any membership it determines to be detrimental to the Society's goals and objectives.

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The collective membership of the International Society for the Knowledge and Systems Sciences shall be known as the Society. The Society shall meet in business session annually to ratify such items as are required to be ratified by the Society by these bylaws and such other items as the Council may desire to submit for ratification.

3.1 Council.

The governing body of the Society shall be the Council. The Council may exercise all powers requisite for the purposes of the Society, that are not inconsistent with these bylaws or with duly enacted resolutions of the membership, including, but not limited to, the authority to prescribe the policies and procedures of the Society and to enact resolutions binding upon the Board of Directors, the officers, committees, and staff.

The Council shall be composed of regular members selected as follows:

A. The chairpersons of all Special Integration Groups (SIGs) certified by the Board of Directors that have had at least one duly organized papers session in each of the last two annual meetings.

B. All elected officers and directors of the Society.

C. All past presidents of the Society whose membership is current (Board of Trustee members).

D. All presidents or designees of sub-regional chapters which have conducted at least two meetings in ach of the last two years.

Selection or election of the SIG chairpersons, Council members from regional chapters and presidents of sub-regional chapters shall be determined by the bodies represented. Officers of the Society and past presidents shall be elected according to these bylaws.

The terms of council members shall be the same as their respective terms as qualifying SIG chairpersons, Society officers, and presidents or designees of qualifying subregional and regional chapters.

3.2 Board of Directors.

Between meetings of Council, the activities of the Society shall be directed by the Board of Directors. The Board of Directors shall act as the administrative committee of Council, and shall exercise all powers of Council except those reserved to Council in these bylaws or by resolutions of the Council. The Board of Directors shall adopt an annual budget and submit it to the Council for ratification.

The Board of Directors shall be composed of seven regular officers of the Society, namely, the President, Secretary and VP for Protocol, Treasurer and VP for Funds, VP for Administration, VP for Membership and Conferences, VP for Research and Publication, and VP for Communication and Systems Education. President-Elect, Past-President, and a representative of the Board of Trustees shall be special voting members with floor privileges. However, in the event of a full vote that is tied, the votes of the seven regular members shall determine the outcome.

The Society officers shall be elected as indicated by these bylaws. The VP for Membership and Conferences shall be elected by the Council. The representative of the Board of Trustees shall be elected by majority vote of the Board of Trustees. The other officers are elected by the general membership. The election should be hold in very two years.

The terms of office of the Board members shall be the same as the Board members' terms as officers.

3.3 Executive Committee.

Between meetings of the Board of Directors, the activities of the Society shall be directed by the Executive Committee. The committee generally shall direct ordinary business under duly established policies but it may act on behalf of the Board of Directors in emergency situations.

The Executive Committee shall be composed of at least three of the following four members: the President, the Treasurer, the VP for Administration, and one other voting member of the Board of Directors, preferably the one who is most concerned or knowledgeable about an issue under consideration and who is readily available for consultation.

The officers and directors are elected as indicated in these bylaws. The unnamed voting member of the Board may be selected by the unanimous consent of the officers on the Executive Committee.

The terms of office shall be the same as the Executive Committee members' terms as officers and directors. The unnamed officer or director may be selected for a single issue or meeting or for multiple issues and longer periods up to the member’s term on the Board of Directors.

3.4 Board of Trustees.

The Board of Trustees shall serve as an advisory group to the Executive Committee, the Board of Directors, and the general membership of the Society. Each member is a member of the Council with full floor privileges. In extraordinary situations, when the organizational integrity of the Society is believed to be at risk, a two-thirds majority of the Board of Trustees may call a special meeting of the Executive Committee, the Board of Directors, the Council, or the Society.

The Board of Trustees is composed of past-presidents of the Society, who desire to make continuing contributions to the Society's purpose and objectives and who are members in good standing. The term of trustees is unlimited.

3.5 Administrative Officers.

The officers of the Society shall be the President, President-Elect, Past-President, Secretary and VP for Protocol, Treasurer and VP for Funds, and VP for Administration, VP for Research and Publications, VP for Communications and Systems Education, and VP for Membership and Conferences.

Officers shall be elected in the manner described in these bylaws, particularly under the section "Elections."

The President shall be elected one year prior to the presidential term for a three-year period, serving successive one-year terms as President-Elect, President, and Past-President. The Treasurer and VP for Funds and the VP for Administration shall serve three-year terms, the terms of the two offices, however, should overlap. The Secretary and VP for Protocol, the VP for Research and Publication, and the VP for Communication and Systems Education shall serve two-year terms. The VP for Membership and Conferences shall serve a one-year term.

§          President..The President shall preside at all meetings of the Society, the Council, the Board of Directors and the Executive Committee; appoint committees in accordance with Section 4.8-4.8.6; act as spokesperson for the Society; execute the plan of action developed while serving as President-Elect; and perform all duties usually pertaining to such office in accordance with these bylaws and resolutions of the Council and the Board of Directors. The President is a visible symbol of the Society and represents it at all levels. The President shall formulate themes and shall be generally responsible for the program of the annual meeting.

§          Secretary and Vice-President for Protocol. The Secretary shall take official minutes of all General Membership, Council, and Board of Directors meetings; see to it that the agenda is distributed well in advance (1) to each member of the Council, Board of Directors, or General Membership (together with pro and con arguments wherever possible, by mail, at least ten days before each regularly scheduled meeting), (2) on the first full day of that year's face-to-face annual meeting at convention registration time, (3) then to the actual meeting attendees before each annual business meeting. S/he shall, as far as possible, within thirty days from the date of said meeting, submit the minutes of any regular meeting of the Board, Council, or General Membership, first to the President, and then to the editor of the Bulletin for publication in the next regular issue. As VP for Protocol, this officer will not only act as parliamentarian, but will be chair of the Bylaws Committee. The latter duty entails coordinating possible revisions to the bylaws, including the solicitation and gathering of proposed new policy statements from members, then editing (as appropriate) and publishing said statements in a place and form where they are easily accessible, and can be readily communicated and sent in writing, as temporary appendices to the current bylaws, to each inquiring member of the Society.

§          Treasurer and VP for Funds. The Treasurer and VP for Funds shall have the usual duties of a corporate treasurer and controller to the extent such duties have not been delegated to the VP for Administration by the Council, and perform such other duties as may be assigned by the President. The Treasurer shall make no expenditure of funds without authorization by the VP for Administration and prior budget authorization. As VP for Funds, the Treasurer is chair of the Finance Committee and chief fundraiser for the Society.

§          Vice-President for Administration. The VP for Administration is the chief executive officer of the Society, who answers directly to the President, and is responsible for the day-to-day affairs of the Society, protecting and controlling its assets, and generally administering the activities of the Society according to the policies and procedures set out by the Council, the Board of Directors, and the Executive Committee. The VP for Administration should facilitate communication among members of the Society and work in consultation and collaboration with the President and such other officers as are charged and authorized by the Council and Board of Directors to perform certain duties. The VP for Administration shall submit to the Board of Directors a proposed annual budget prior to the annual meeting of the Council. No expenditures of funds shall be authorized by the VP for Administration without prior budget authorization by the Board of Directors (see also Section 6.4.1).

§          Vice-President for Research and Publications. The VP for Research and Publications shall serve as liaison to the Board of Directors for all Society-sponsored research and research-centered publication activities; in particular s/he shall facilitate high-quality, systems-related publications of all types, particularly the Proceedings, Yearbook, Bulletin, and special publications (including assisting with those developed through the office of the VP for Communication and Systems Education).

§          Vice-President for Communication and Systems Education. This officer shall serve as liaison to the Board of Directors for all Society-sponsored communication and education-related publication activities. In particular, this involves encouragement and facilitation of all kinds of communication and outreach activities, including (a) liaison and public relations activities with all other pertinent academic and professional associations and groups, whether discipline-based or interdisciplinary, including the IFSR (International Federation for Systems Research) and the AAAS (American Association for the Advancement of Science; (b) publication of booklets, manuals, bibliographies, video and audio tapes, or simulation games describing or illuminating the value of systems and cybernetic concepts; (c) programs of school-based, government-agency-based, and industry-based activities or training seminars or workshops, alternate forms of discussion, either through Society chapter units or in any other feasible manner or site.

§          Vice President for Membership and Conferences. The VP for Membership and Conferences serves as liaison to the Board of Directors for diligent promotion of membership and conferences, including but not limited to the annual meeting of the Society, chapter, SIG, and staff meetings, and joint conferences with other organizations. Diligent promotion activity includes active use of expertise in reaching all promising media of communication for publishing news of Society meetings and spreading word of informal professional collaborative activities. In addition, this officer should be a facilitator who works with the annual meeting organizers selected by the President.

3.6 Staff Personnel.

The Board of Directors may establish staff positions and authorize or contract for the performance of staff functions upon the recommendation of the VP for Administration. The VP for Administration may employ personnel for established staff positions and negotiate authorized contracts for the performance of staff functions.

3.7 Finance Committee.

The Finance Committee shall be composed of the Treasurer and VP for Finance (Chair), the President, the President-Elect, and such other members, as the President shall appoint. The Finance Committee shall lead in the development of financial management policies; raise money; advise the Treasurer and VP for Funds in the investment of Society funds; advise the VP for Administration in preparation of the proposed annual budget to be adopted by the Board of Directors; and provide general supervision of the financial affairs of the Society.

3.8 Bylaws Committee.

This committee shall be composed of the Secretary and VP for Protocol (Chair) and such members as the President shall appoint. The Bylaws Committee shall coordinate possible revisions to bylaws, review proposals for changes in the bylaws, submit to the Council its recommendations concerning proposals for changes in the bylaws, be responsible for submitting proposed bylaw changes to the membership in accordance with Article VII, and review and submit recommendations concerning chapter and SIG bylaws for consideration by the Board of Directors.

3.9 Publications Committee.

The Publications Committee shall be composed of a chairperson elected by the editors of the individual publication of/or affiliated with the Society, the editors of the individual publications of/or affiliated with the Society, the VP for Research and Publications, and two other members appointed by the President.

3.10 Educational Programs and Materials Committee.

This committee shall be composed of the VP for Communications and Systems Education (as chairperson) and individuals representing various educational programs and producers of educational materials and such other members as the President shall select.

3.11 Chapters.

The Society encourages the formation of regional chapters composed of members interested in promoting the society's purposes and objectives in a particular geographical area. A chapter may be authorized by the Board of Directors if at least twelve Society members in good standing petition the VP for Administration. Each chapter should develop a set of bylaws and submit them to the Bylaws Committee within three years of authorization by the Board of Directors. The chapter President shall be a full member of the Council if the chapter has conducted and reported to the secretary at least two meetings in each of the previous two years.

3.12 Special Integration Groups (SIGs).

The Society encourages the formation of Special Integration Groups (SIGs) composed of persons interested in promoting a particular subset of the Society's purposes and objectives. To be authorized by the Board of Directors, at least twelve Society members in good standing shall petition the VP for Administration. The SIG chairperson or a designee shall be a full member of the Council if the SIG has organized at least one papers session (or the equivalent), at each of the Society's last two annual meetings. SIGs are encouraged to conduct meetings with Society chapters and other SIGs in addition to their annual meeting participation.

3.13 Elections 

§          Nominations and Terms.The board of directors shall authorize a nomination and selection procedure. Terms of all officers shall be 3 years.

§          The Board of Directors. In its annual meeting, the Council shall elect a representative to the Board of Directors, namely, the VP for Membership and Conferences whose term begins upon election. The Board of Trustees, in its annual meeting, shall elect a representative to the Board of Directors whose term shall begin upon election.

3.14 Vacancies.

Vacancies of the office of President or President-Elect may be filled by Council. Vacancies in any other office may be filled by the Board of Directors. Vacancies in committees and commissions may be directly appointed by the President.

3.15 Failure to Perform.

If an elected officer of the Society fails to perform the duties of the office, the Executive Committee shall determine who shall perform the failed duties. If the officer who fails to perform is the President, Treasurer and VP for Protocol, or VP for Administration, a Special Executive Committee, composed of the two officers who are performing their duties and one other voting member of the Board of Directors selected by the two officers, shall make the determination. If the failure to perform is deemed a significant dereliction of responsibility and duty, the Executive Committee or Special Executive Committee may petition the Board of Directors to declare a vacancy of that office. The Board of Directors shall declare a vacancy by majority vote. If a head of a chapter, SIG, committee or commission, who does not serve by virtue of election to an office of the Society, shall fail to perform, the President or VP for Administration shall declare the position vacant, publishing said vacancy in the next Bulletin.

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4.1 Meetings of the society.

§          Annual Meeting. A regular or annual meeting of the Society shall be held, at a place and on a date to be fixed by the Board of Directors. The Council may change the period in which the meeting may be held. In an emergency, the Board of Directors may change the date and location of the meeting.

§          Special Meetings. The President shall call a special meeting of the Society when directed by the Council or the Board of Directors, or upon the written request by signed petition of at least 10 percent of the membership of the Society or 25 percent of the members of the Council. Special meetings shall be held at places and times designated by the Board of Directors.

§          Program Meetings. Program meetings are designed to bring together members and other interested individuals to carry out the purposes and objectives of the Society. A regular or annual program meeting shall be held in conjunction with the regular or annual meeting of the Society. Program meetings shall be held in conjunction with the meetings of chapters and SIGs. Special program meetings may be held by the direction of the Council or the Board of Directors. When possible, notices of program meetings shall conform to the requirements for meetings of the Society.

4.2 Meetings of the Council.

§          Regular Meeting. A regular annual meeting of the Council shall be held prior to the annual meeting of the Society at the same place. As deemed necessary by the Council, a second regular meeting shall be held, not less than three months and not more than nine months after the annual meeting of the Society, at a place and time to be determined by the Board of Directors.

§          Special Meetings. The President shall call special meetings of the Council when requested to do so by the Board of Directors or when requested in writing by signed petition of at least 25 percent of the Council members. Special meetings of Council shall be held at the times and places designated by the Board of Directors.

4.3 Meetings of Directors.

The Board of Directors shall meet annually at the regular meeting of the Society and at the direction of the President, or at the direction of the VP for Administration if the President fails or refuses, or upon the request of any three members of the Board. Meetings shall be held at least quarterly.

4.4 Meetings of Other Deliberative Bodies.

To the extent possible, the Board of Trustees, committees, and commissions, the Executive Committee, chapters, and special integration groups shall conduct their meetings in a manner similar to the requirements for the Society, Council and Board of Directors meetings.

4.5 Open Meetings.

All meetings of the Society, Council, boards, committees and commissions shall be open without floor privileges to any member of the Society. Floor privileges may be extended to a non-member of a particular body by a two-thirds majority vote of the voting members present.

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New bylaws may be adopted, or these bylaws may be amended or repealed, by the approval of a majority of the authorized board of directors or by the approval of the members.

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